Active boards of directors in foreign subsidiaries

Research Question/Issue: This study examines the conditions under which foreign subsidiaries maintain active boards of directors. Active boards are in this study defined as boards which perform tasks beyond fulfilling local legal requirements. We focus on both monitoring and service roles. Research Findings/Insights: Based on a sample of 83 foreign subsidiaries operating in Belgium with headquarters in 14 different countries, we find that a foreign subsidiary is more likely to maintain an active board if it is a world mandate subsidiary, which has worldwide responsibility for a product line and performs a broad scope of value-added activities. Moreover, a foreign subsidiary is more likely to maintain an active board if it is larger relative to the multinational enterprise (MNE), if it has a higher level of local responsiveness, and if its past performance is poorer. Additionally, the presence of an active board in a foreign subsidiary is related to other control mechanisms deployed in the subsidiary. Theoretical/Academic Implications: Our results highlight the conditions under which foreign subsidiaries are likely to maintain active boards. Moreover, we provide empirical evidence that agency theory and resource dependence theory are relevant and complementary in the analysis of active boards in foreign subsidiaries. Practitioner/policy Implications: This study suggests that an active board may be a control mechanism to govern foreign subsidiaries and an instrument to deal with the external environment. Corporate governance regulators may consider developing governance recommendations that emphasize the importance of subsidiary boards in the oversight of foreign subsidiaries

Venture Capital, Private Equity and Earnings Quality

This paper examines the quality of financial statements reported by private equity (PE) backed companies in the years around the initial PE investment. We study both pre- and post-investment earnings characteristics of a unique hand-collected sample of 556 Belgian unlisted companies, receiving PE financing between 1985 & 1999, and a matched non-PE backed sample. We find strong evidence of upward earnings management in the PE backed sample prior to the investment year, consistent with the hypothesis that entrepreneurs which apply for PE manage earnings upward to catch PE investors' interest. Further, PE backed companies show a significantly higher extent of earnings conservatism compared to matched companies from the investment year on, indicating a governance impact of PE investors on the financial reporting discipline. Finally, we find a marginally higher degree of earnings conservatism for companies receiving PE from non-government related investors compared to companies backed by government-related PE investors. We interpret this stricter financial reporting discipline as being the reflection of a more slack governance by government-related PE investors compared to non-government-related investors. Our results have implications for PE investors as well as for all other stakeholders of PE backed firms

Social norms, social cohesion, and corporate governance

Research Question/Issue: We study the relationship between informal rules (represented by social norms and social cohesion in a community) and corporate governance. A community is a large social unit characterized by a distinct set of informal rules. Specifically, three hypotheses are tested: (1) Communities with stronger social norms will have more open firm-level corporate governance, (2) More socially cohesive communities will have more open firm-level corporate governance, and (3) The relationship between social norms and corporate governance will be mediated by social cohesion. Research Findings/Insights: Unlike previous studies, we use data from a single, culturally diverse country, Ukraine, in order to isolate the effect of informal rules. The country’s provinces are used as proxies for communities. We develop our measures of social norms and social cohesion by performing a factor analysis on the measures commonly used in previous research (social capital, religiosity, total fertility, ethnic homogeneity, linguistic homogeneity, and homicide rate). All three hypotheses are supported, whether using composite or individual measures of social norms and cohesion. The mediation is partial, suggesting that the hypothesized effect of social norms on corporate governance may (i) partly come through cohesion and (ii) partly be direct. The results are highly significant and robust, and they hold very well when controlled for economic development, firm characteristics, and industry. Theoretical/Academic Implications: We contribute to the large literature on institutional determinants of corporate governance by proposing that informal rules may have a substantial impact on firm-level corporate governance. We also identify specific sources of informal rules: social norms and cohesion. Testing our insights in other countries and in cross-country settings would help to further understand what rules matter for corporate governance and whether informal rules may substitute for formal rules. Another research opportunity, perhaps best exploited through case-based research, is the deeper enquiry into the very mechanism by which informal rules may affect firm-level corporate governance. Practitioner/Policy Implications: Manipulating informal rules, such as norms and cohesion, is an unlikely option for corporate governance reform. If that is the case, the policy should consist in adjusting the governance system to fit them. As this fit will differ across communities and countries, international convergence of corporate governance appears unlikely

Internal Capital Markets, Bank Borrowing, and Financing Constraints: Evidence from Belgian Firms

In Belgium, financial and industrial groupings play a crucial role in the accumulation and allocation of capital in the economy. In this paper, it is hypothesized that Belgian firms for which investment is partly financed on an internal capital market, will not be subject to financing constraints to the same extent as firms which have to borrow from banks. Moreover, it is hypothesized that firms belonging to a group, transfer internal surpluses of funds to other group members by investing in financial assets. An empirical analysis confirms the first hypothesis, but rejects the second hypothesis. Copyright Blackwell Publishers Ltd 1998.